Exhibit 5
October 30, 2000
Walter Industries, Inc.
1500 North Dale Mabry Highway
Tampa, FL 33607
Ladies and Gentlemen:
We have acted as special counsel to Walter Industries, Inc., a
Delaware corporation (the "Company"), in connection with the Registration
Statement on Form S-8 (the "Registration Statement") filed by the Company
with the Securities and Exchange Commission (the "Commission") under the
Securities Act of 1933, as amended (the "Act"), relating to the proposed
issuance by the Company of up to 1,000,000 shares of common stock, par
value $0.01 per share, of the Company under the Company's Employee Stock
Purchase Plan (the "Plan").
We have examined the Registration Statement and related prospectus
and we have also examined the originals, or duplicates or certified or
conformed copies, of such records, agreements, instruments and other
documents and have made such other and further investigations as we have
deemed relevant and necessary in connection with the opinions expressed
herein. As to questions of fact material to this opinion, we have relied
upon certificates of public officials and of officers and representatives
of the Company.
In such examination, we have assumed the genuineness of all
signatures, the legal capacity of natural persons, the authenticity of
all documents submitted to us as originals, the conformity to original
documents of all documents submitted to us as duplicates or certified or
conformed copies, and the authenticity of the originals of such latter
documents.
Based upon the foregoing, and subject to the qualifications and
limitations stated herein, we are of the opinion that the issuance of the
Shares has been duly authorized by the Company and, when issued in
accordance with the terms of the Plan, will be validly issued, fully paid
and nonassessable.
We are members of the Bar of the State of New York and we do not
express any opinion herein concerning any law other than the Delaware
General Corporation Law.
We hereby consent to the filing of this opinion of counsel as
Exhibit 5 to the Registration Statement.
Very truly yours,
/s/ Simpson Thacher & Bartlett
SIMPSON THACHER & BARTLETT
